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Acquisition Credit Facility and Long-Term Debt
6 Months Ended
Dec. 31, 2013
Acquisition Credit Facility and Long-Term Debt [Abstract]  
Acquisition Credit Facility and Long-Term Debt
  9. Acquisition Credit Facility and Long-Term Debt

 

On October 28, 2013, the Company entered into a Loan Agreement and other related loan agreement and documents with Frost Bank (the "Bank") creating a non-revolving acquisition credit facility (the "Acquisition Facility") designed to provide the Company with an additional source of funding for the potential acquisition of subscribers from internet companies (each, an "Acquisition").

 

The amount that may be borrowed under the Acquisition Facility is $2,000,000 (the "Loan Cap"). For each specific Acquisition, the maximum amount that can be borrowed under the Acquisition Facility, subject to the Loan Cap, is (i) 55% of the cost of such Acquisition in the case of an Acquisition that is partially paid for using seller financing that has a maturity of less than three years and (ii) 65% of the cost of such Acquisition in the case of an Acquisition that is partially paid for using seller financing that has a maturity of three years or more. The Acquisition Facility is currently set to terminate on April 25, 2015. Through the date of this report, there has been no borrowing under the Acquisition Facility.

 

Each advance made by the Bank under the Acquisition Facility will be evidenced by the Company's execution and delivery to the Bank of a separate promissory note (an "Acquisition Note") that will provide for a maturity of not more than three years and equal monthly principal reduction payments, plus interest, to be made over the term of the Acquisition Note. Each Acquisition Note will bear interest at a fixed rate equal to the then current index rate for one and one-half (1/2) year to two (2) year loans established by the Federal Home Loan Bank of Dallas, plus 4%.

 

There are two financial covenants under the Acquisition Facility. The first covenant requires the Company to maintain an end of quarter debt (excluding subordinated debt) to tangible net worth ratio of less than or equal to 2.5 to 1.0. The second covenant requires the Company to maintain a cash flow to debt service ratio of greater than or equal to 2.0 to 1.0, to be calculated on a rolling four-quarter basis. Both covenants are to be tested as of the end of each fiscal quarter.

 

Indebtedness will be secured by a perfected, continuing security interest in favor of Frost Bank in all of the Company's assets. Advances will be conditioned on, among other things, all representations and warranties contained in the loan documents being true and correct as of the date of the advance request and there being no default under the Acquisition Facility at the time of, or as a result of, the advance request. With each advance, the Company will be charged a loan processing fee equal to the greater of $250 and one-tenth of one percent (0.10%) of the amount of the advance.

 

As of December 31, 2013 and June 30, 2013, long term debt consisted of:

 

    December 31,     June 30,  
    2013     2013  
Note payable due  February 15, 2015, payable in monthly payments of $4,346 with fixed interest of 4.5%   $ 59,169     $ 83,594  
Note payable due  February 15, 2015, payable in monthly payments of $11,189 with interest imputed at 3.25% (net of unamortized discount of $3,136 and $6,239, respectively)     153,512       217,544  
Note payable due February 10, 2014, payable in monthly installments of $417 with fixed interest of 8.5%     762       2,985  
Note payable due January 1, 2014, payable in monthly installments of $615 with interest imputed at 8.5% (net of unamortized discount of $4 and $119, respectively)     610       4,182  
Note payable due November 1, 2014, payable in monthly installments of $1,674 with interest imputed at 8% (net of unamortized discount of $716 and $1,638, respectively)     17,700       26,822  
Note payable due May 1, 2015, payable in monthly installments of $2,067 with interest imputed at 8% (net of unamortized discount of $2,022 and $3,600, respectively)     33,111       43,933  
                 
      264,864       379,060  
Less current portion     (223,803 )     (226,383 )
Total long-term debt, less current portion   $ 41,061     $ 152,677